Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37707 | ||
Entity Registrant Name | iSUN, INC. | ||
Entity Central Index Key | 0001634447 | ||
Entity Tax Identification Number | 47-2150172 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 400 Avenue D | ||
Entity Address, Address Line Two | Suite 10 | ||
Entity Address, City or Town | Williston | ||
Entity Address, State or Province | VT | ||
Entity Address, Postal Zip Code | 05495 | ||
City Area Code | (802) | ||
Local Phone Number | 658-3378 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | ISUN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 33.2 | ||
Entity Common Stock, Shares Outstanding | 16,814,260 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 5,455 | $ 2,242 |
Accounts receivable, net of allowance | 8,783 | 14,337 |
Contract assets | 7,324 | 4,004 |
Inventory | 2,536 | 2,480 |
Other current assets | 1,625 | 1,071 |
Total current assets | 25,723 | 24,134 |
Property and equipment: | ||
Building and improvements | 481 | 967 |
Vehicles | 3,824 | 2,908 |
Tools and equipment | 2,152 | 3,127 |
Software | 310 | 234 |
Construction in process | 3 | |
Solar arrays | 6,708 | 6,859 |
Property plant and equipment, gross | 13,475 | 14,098 |
Less accumulated depreciation | (5,035) | (3,007) |
Property plant and equipment, net | 8,440 | 11,091 |
Other Assets: | ||
Operating lease right-of-use asset | 6,960 | |
Captive insurance investment | 270 | 270 |
Goodwill | 36,907 | |
Intangible assets | 14,038 | 18,858 |
Investments | 12,020 | 12,420 |
Other assets | 30 | 48 |
Total noncurrent assets | 33,318 | 68,552 |
Total assets | 67,481 | 103,728 |
Current Liabilities: | ||
Accounts payable | 12,941 | 13,188 |
Accrued expenses | 5,868 | 7,628 |
Operating lease liability | 588 | |
Contract liabilities | 5,419 | 2,389 |
Line of credit | 4,468 | |
Current portion of deferred compensation | 31 | 31 |
Current portion of long-term debt | 5,374 | 6,694 |
Total current liabilities | 30,221 | 34,398 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 28 | |
Deferred tax liability | 772 | |
Warrant liability | 10 | 148 |
Operating lease liability | 6,711 | |
Other liabilities | 3,026 | 3,375 |
Long-term debt, net of current portion | 8,226 | 5,149 |
Total liabilities | 48,194 | 43,870 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock – 0.0001 par value 49,000,000 shares authorized, 15,083,109 and 11,825,878 issued and outstanding as of December 31, 2022 and 2021, respectively | 2 | 1 |
Additional paid-in capital | 74,070 | 60,863 |
Accumulated deficit | (54,785) | (1,006) |
Total Stockholders’ equity | 19,287 | 59,858 |
Total liabilities and stockholders’ equity | $ 67,481 | $ 103,728 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 15,083,109 | 11,825,878 |
Common stock, shares outstanding | 15,083,109 | 11,825,878 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earned revenue | $ 76,453 | $ 45,312 |
Cost of earned revenue | 60,481 | 38,921 |
Gross profit | 15,972 | 6,391 |
Warehouse and other operating expenses | 1,765 | 378 |
General and administrative expenses | 22,411 | 13,330 |
Stock based compensation - general and administrative | 2,981 | 2,315 |
Impairment of goodwill | 37,150 | |
Depreciation and amortization | 7,071 | 982 |
Total operating expenses | 71,378 | 17,005 |
Operating loss | (55,406) | (10,614) |
Other expenses | ||
Gain on forgiveness of PPP loan | 2,592 | 2,000 |
Change in fair value of warrant liability | 138 | 976 |
Other expense | (504) | |
Interest expense | (1,351) | (518) |
Loss before income taxes | (54,531) | (8,156) |
Benefit for income taxes | (752) | (1,915) |
Net loss | (53,779) | (6,241) |
Preferred stock dividend | (70) | |
Net loss available to shares of common stockholders | $ (53,779) | $ (6,311) |
Weighted average shares of common stock outstanding | ||
Basic and diluted | 14,089,499 | 9,264,919 |
Basic and diluted | $ (3.82) | $ (0.67) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 1 | $ 2,577 | $ 5,304 | $ 7,882 | |
Beginning balance, shares at Dec. 31, 2020 | 200,000 | 5,313,268 | |||
Registered Direct Offering | 9,585 | 9,585 | |||
Registered Direct Offering, shares | 840,000 | ||||
Acquisition of iSun Energy, LLC | 2,922 | 2,922 | |||
Acquisition of iSun Energy, LLC, shares | 300,000 | ||||
Exercise of Unit Purchase Option | |||||
Exercise of Unit Purchase Option, shares | 130,000 | ||||
Redemption of Common Stock | (673) | (673) | |||
Redemption of common stock, shares | (34,190) | ||||
Conversion of Preferred Shares | |||||
Conversion of preferred shares, shares | (200,000) | 370,370 | |||
Dividends Payable on Preferred Shares | (70) | (70) | |||
Conversion of Solar Project Partners, LLC warrant | |||||
Conversion of Solar Project Partners, LLC warrant, shares | 117,376 | ||||
Issuance under equity incentive plan | 2,315 | 2,315 | |||
Issuance under equity incentive plan, shares | 139,664 | ||||
Exercise of options | 150 | 150 | |||
Exercise of options, shares | 100,666 | ||||
Exercise of public warrants | 20,906 | $ 20,906 | |||
Exercise of public warrants, shares | 1,820,509 | 1,820,509 | |||
Acquisition of Solar Communities, Inc. | 15,965 | $ 15,965 | |||
Acquisition of Solar Communities, Inc., shares | 1,810,915 | ||||
Acquisition of Liberty Electric, Inc. | 250 | 250 | |||
Acquisition of Liberty Electric, Inc, shares | 29,749 | ||||
Sale of Common Stock pursuant to S-3 registration statement | 6,866 | 6,866 | |||
Sale of Common Stock pursuant to S-3 registration statement, shares | 887,551 | ||||
Net loss | (6,241) | (6,241) | |||
Ending balance at Dec. 31, 2021 | $ 1 | 60,863 | (1,006) | 59,858 | |
Ending balance, shares at Dec. 31, 2021 | 11,825,878 | ||||
Issuance under equity incentive plan | 3,866 | 3,866 | |||
Issuance under equity incentive plan, shares | 619,300 | ||||
Sale of Common Stock pursuant to S-3 registration statement | $ 1 | 14,420 | 14,421 | ||
Sale of Common Stock pursuant to S-3 registration statement, shares | 3,213,897 | ||||
Net loss | (53,779) | (53,779) | |||
Redemption of Put Agreements | (5,079) | (5,079) | |||
Redemption of Put Agreements, shares | (575,966) | ||||
Ending balance at Dec. 31, 2022 | $ 2 | $ 74,070 | $ (54,785) | $ 19,287 | |
Ending balance, shares at Dec. 31, 2022 | 15,083,109 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (53,779,000) | $ (6,241,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Impairment of goodwill | 37,150,000 | |
Depreciation | 2,252,000 | 681,000 |
Bad debt expense | 145,000 | |
Amortization expense | 4,820,000 | 301,000 |
Amortization of right-of-use asset | 660,000 | |
Gain on forgiveness of PPP loan | (2,592,000) | (2,000,000) |
(Gain) on sale of fixed assets | 78,000 | (63,000) |
Change in fair value of warrant liability | (138,000) | (976,000) |
Stock based compensation | 3,866,000 | 2,315,000 |
Deferred finance charge amortization | 413,000 | 103,000 |
Deferred income taxes | (772,000) | (1,909,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,409,000 | (8,121,000) |
Prepaid expenses | (554,000) | (825,000) |
Contract assets | (3,320,000) | (2,649,000) |
Inventory | (56,000) | (112,000) |
Accounts payable | (247,000) | 9,101,000 |
Accrued expenses | (1,760,000) | 3,956,000 |
Contract liabilities | 3,030,000 | 1,248,000 |
Other assets | 18,000 | (47,000) |
Other liabilities | (349,000) | 75,000 |
Deferred compensation | (28,000) | (32,000) |
Operating lease liability | (564,000) | |
Net cash (used in) provided by operating activities | (6,318,000) | 5,195,000 |
Cash flows from investing activities: | ||
Purchase of equipment | (512,000) | (976,000) |
Proceeds from sale of fixed assets | 1,267,000 | |
Acquisition of SolarCommunities, Inc. | (25,650,000) | |
Acquisition of Liberty Electric, Inc. | (1,195,000) | |
Acquisition of Oakwood Construction Services, LLC | (1,000,000) | |
Acquisition of iSun Energy, LLC | (85,000) | |
Dividend receivable | 400,000 | 300,000 |
Minority investments | (8,000,000) | |
Investment in captive insurance | (72,000) | |
Net cash used in investing activities | 1,155,000 | (36,678,000) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 20,453,000 | 30,684,000 |
Payments to line of credit | (24,921,000) | (29,697,000) |
Proceeds from long-term debt | 12,500,000 | 10,616,000 |
Payments of deferred finance charges | (1,654,000) | |
Exercise of stock options | 150,000 | |
Payments of long-term debt | (7,344,000) | (4,997,000) |
Redemption of shares of Common Stock | (673,000) | |
Due to stockholders | (24,000) | |
Proceeds from warrant exercise | 20,906,000 | |
Proceeds from sales of common stock, gross proceeds of $14,867 less issuance costs of $446 | 14,421,000 | 6,866,000 |
Redemption of Put agreements | (5,079,000) | |
Registered direct offering | 9,585,000 | |
Net cash provided by financing activities | 8,376,000 | 43,416,000 |
Net increase in cash | 3,213,000 | 1,543,000 |
Cash, beginning of year | 2,242,000 | 699,000 |
Cash, end of year | 5,455,000 | 2,242,000 |
Supplemental disclosure of cash flow information | ||
Interest | 1,351,000 | 36,000 |
Income taxes | 7,000 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued employee incentive compensation settled in stock | 885,000 | |
Preferred dividends satisfied with distribution from investment | 70,000 | |
Operating right-of-use lease asset and operating lease liability upon adoption of ASU 2016-02, Leases (Topic 842) | 268,000 | |
Vehicles purchased and financed | 465,000 | |
Shares of Common Stock issued for acquisition of iSun Energy LLC | 2,922,000 | |
Shares of Common Stock issued for acquisition of SolarCommunities, Inc. | 15,965,000 | |
Shares of Common Stock issued for acquisition of Liberty Electric, Inc. | $ 250,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Gross proceeds | $ 14,867 |
Stock issuance costs | $ 446 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES a) Organization iSun, Inc. is a solar energy company providing design, development, engineering, procurement, installation, storage and electric vehicle infrastructure services for residential, commercial, industrial and utility customers across the United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility acquired all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood is a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the “Name Change”). The Name Change was effected through a parent/subsidiary short-form merger of iSun, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market (“Nasdaq”), effective at the open of the market on January 20, 2021. b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC, iSun Corporate, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. c) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which it has more than $ 1.07 700 1.0 d) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of December 31, 2022 and 2021, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Performance obligations satisfied over time Solar $ 68,936 $ 40,512 Electric 6,354 3,631 Data and Network 1,163 1,169 Totals $ 76,453 $ 45,312 The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2022 2021 Operations Residential $ 39,513 $ 12,525 Commercial and Industrial 32,750 31,413 Utility 4,190 1,374 Totals $ 76,453 $ 45,312 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $ 302 84 f) Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES 2022 2021 (In thousands) Contract Assets $ 7,324 $ 4,004 Contract Liabilities 5,419 2,389 Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $ 0 g) Property and Equipment Property and equipment greater than $ 5 The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 Total depreciation expense for the years ended December 31, 2022 and 2021 was $ 2,252 681 The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. h) Intangible Assets Intangible assets primarily consist of trademarks, intellectual property and backlog They are amortized ratably over a range of 1 10 i) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. However, due to the decline in Company’s market price, it was determined that it was more likely and not that the Goodwill was fully impaired as of December 31, 2022 and recorded an impairment of $ 37,150 j) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and it has no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. k) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and it capitalizes the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore, not recorded as a liability at December 31, 2022 and 2021. l) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $ 250 3,300 900 m) Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. o) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. p) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, estimates in recording the business combinations, discount rate used in lease analysis, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. q) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2023. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) r) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $ 1,654 400 413 103 s) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. t) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. 2,592 2,000 u) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. No v ) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. w) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one x) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS iSun Energy, LLC On January 19, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization with iSun Energy LLC. iSun Energy LLC became a wholly-owned subsidiary of the Company. iSun Energy, LLC is a provider of products and services designed to support the electric vehicle market. In connection with Merger, Sassoon Peress, the sole member, will receive 400,000 2,404 200,000 200,000 518 85 240,000 3,007 The 400,000 6.01 103.32 3 0.36 0 At December 31, 2022 and 2021, the amount of $ 2,406 2,706 601 301 10 600 301 Assignment Agreement On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of Company, Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility will acquire all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood was a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. Under the Assignment, iSun Utility purchased the Project IP from Adani and Oakwood for total consideration of $ 2.7 1.0 1.7 0.7 30 1.0 At December 31, 2022 and 2021, the amount of $ 800 1,000 150 0 10 150 0 Business Combination On September 8, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. In connection with Merger, the SunCommon Shareholders received merger consideration totaling $ 48,300 25,535 15,965 8.816 10,000 6,800 3,500 3,300 The Company will begin reporting in segments in the future as we do not currently allocate labor amongst the operating divisions. The purchase price for SolarCommunities, Inc. consisted of approximately $ 48,300,000 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at approximately $ 48,300,000 SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued ( 1,810,955 8.816 $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 260 Total identifiable liabilities $ 15,632 Net assets acquired including identifiable intangible assets 12,030 Goodwill $ 36,270 During the year ended December 31, 2021, we recorded non-recurring total transaction costs related to the Acquisition of $ 1,235 Business Combination On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty (the “Acquisition”) for a purchase price of $ 1,400 1,200 250 8.4035 300 The purchase price for Liberty Electric, Inc. consisted of $ 1,400 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 1,400 SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has not been met and has not been included in the allocation of the purchase price. Pro Forma Information (Unaudited) The results of operations for the acquisitions of SolarCommunities, Inc. and Liberty Electric Inc. since the October 1, 2021 and November 1, 2021 closing dates, respectively, have been included in our December 31, 2021 consolidated financial statements and include approximately $ 12,500 700 1,235 SCHEDULE OF BUSINESS PRO FORMA INFORMATION (in 000’s) 2022 2021 Year Ended December 31, (in 000’s) 2022 2021 Revenue, net $ 76,453 $ 72,501 Net loss $ (53,779 ) $ (9,202 ) Weighted average shares of common stock outstanding, basic and diluted 14,089,499 10,657,665 Net loss per share, basic and diluted $ (3.82 ) $ (0.86 ) |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity And Financial Condition | |
LIQUIDITY AND FINANCIAL CONDITION | 3. LIQUIDITY AND FINANCIAL CONDITION In 2022, the Company experienced a net operating loss and negative cash flow from operations. At December 31, 2022, the Company had balances of cash of $ 5,455 , working capital deficit of $ 4,498 , and total stockholders’ equity of $ 19,287 . To date, the Company has relied predominantly on operating cash flow to fund its operations, borrowings from its credit facilities, sales of Common Stock and exercise of public warrants. Cash used in operations gives rise to substantial doubt however the availability of financing and the cash flow from operations mitigates the potential for substantial doubt. In November 2022, the Company borrowed funds pursuant to a secured fixed rate debt facility and paid and terminated its previously existing line of credit. The new debt facility allows for repayment of the obligation in shares of Common Stock which, if the Company choses to do, will conserve cash. The Company does not expect to continue to incur losses from operations. For the years ended December 31, 2022 and 2021, margin was impacted significantly due to material and commodity price increases and inefficiencies resulting from labor shortages. The Company modified contract terms to allow for an adjustment in contract terms to account for any fluctuations in material pricing. The demand for solar and electric vehicle infrastructure continues to increase across all customer groups. Our residential division has customer orders of approximately $ 20,500 four six months 11,200 six eight months 132,500 twelve eighteen months 1.6 As of March 16, 2023, the Company had approximately $ 16,000 in gross proceeds potentially available from sales of Common Stock pursuant to the S-3 Registration Statement which could be utilized to support any short-term deficiencies in operating cash flow. The Company believes its operating cash flow, current cash on hand, and additional sales of Common Stock, the collectability of its accounts receivable and proceeds generated from its project backlog are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 8,502 $ 13,886 Accounts receivable - retainage 583 535 Accounts receivable 9,085 14,421 Allowance for doubtful accounts (302 ) (84 ) Total $ 8,783 $ 14,337 Bad debt expense was $ 145 0 Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at December 31, 2022 and 2021: SUMMARY OF CONTRACT ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Contract assets $ 7,231 $ 3,452 - - Unbilled receivables, included in costs in excess of billings 93 552 Costs and estimated earnings in excess of billings 7,324 4,004 Retainage, included in Accounts Receivable 583 535 Total $ 7,907 $ 4,539 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred costs associated with contract assets as of December 31, 2022 will be billed and collected within one year. Contract liabilities were as follows at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Contract Liabilities $ 5,419 $ 2,389 Retainage - - Total $ 5,419 $ 2,389 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 12 Months Ended |
Dec. 31, 2022 | |
Contracts In Progress | |
CONTRACTS IN PROGRESS | 5. CONTRACTS IN PROGRESS Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS December 31, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 31,215 $ 13,716 Estimated earnings thereon 2,509 2,784 Contract costs 33,744 16,499 Less billings to date (31,912 ) (15,436 ) Contract costs, net of billings 1,812 1,063 ) Plus under billings remaining on contracts 100% complete 93 552 Total $ 1,905 $ 1,615 Included in accompany balance sheets under the following captions: December 31, 2022 December 31, 2021 Contract assets $ 7,324 $ 4,004 Contract liabilities (5,419 ) (2,389 ) Total $ 1,905 $ 1,615 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 6. LEASES In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The Company adopted the ASU and related amendments on January 1, 2022 and elected certain practical expedients permitted under the transition guidance. The Company elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and did not restate prior periods, retained historical lease classification, and not applying hindsight in determining the lease term. The Company also elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Under the new guidance, the majority of the Company’s leases continued to be classified as operating. During the fourth quarter of 2022, the Company completed its implementation of its processes and policies to support the new lease accounting and reporting requirements. Based on the Company’s lease portfolio as of January 1, 2022, the impact of adopting ASU 2016-02 increased both the Company’s total assets and total liabilities by approximately $ 7,539 7,808 The Company has operating leases for offices, warehouse, vehicles, office equipment and land leases for its solar assets. The Company’s leases have remaining lease terms of 1 18 The Company’s lease expense for the year ended December 31, 2022 was entirely comprised of operating leases and amounted to $ 753 835 660 642 SCHEDULE OF OPERATING LEASE December 31, 2022 Operating lease right-of-use assets $ 6,960 Operating lease liabilities—short term 588 Operating lease liabilities—long term 6,711 Total operating lease liabilities $ 7,299 As of December 31, 2022, the weighted average remaining lease term for operating leases was 10.94 3.33 Estimated minimum future lease obligations are as follows: SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount 2023 $ 817 2024 805 2025 798 2026 796 2027 797 Thereafter 4,740 Total lease payments 8,753 Less: interest (1,454 ) Total $ 7,299 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 7. LONG-TERM DEBT A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT December 31, 2022 December 31, 2021 NBT Bank, National Association, 4.25 5,869 $ 598 $ 641 NBT Bank, National Association, 4.20 monthly installments 3,293 - 216 NBT Bank, National Association, 4.15 monthly installments 3,677 137 174 NBT Bank, National Association, 4.20 monthly installments 5,598 325 377 NBT Bank, National Association, 4.85 monthly installments 2,932 14 48 Various vehicle loans, interest ranging from 0 10.09 monthly installments 34,878 1,271 1,147 National Bank of Middlebury, 3.95 5 10 2.75 3.95 2,388 21 48 B. Riley Commercial Capital, LLC, 8.0 - 6,046 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1 - 2,592 Senior secured convertible notes payable, 5 monthly payments th 12,500 - December 31, 2022 December 31, 2021 CSA 5: Payable in monthly installments 2,414 5.5 - 119 CSA 17: Payable in monthly installments 2,414 5.5 - 133 CSA 36: Payable in monthly installments 2,414 5.5 115 137 CSA 5: Payable in monthly interest 1,104 552 monthly interest 2,485 monthly 20,142 11.25 - 118 CSA 17: Payable in monthly interest 1,104 552 monthly 2,485 monthly 20,142 11.25 - 118 CSA 36: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25 118 118 Equipment loans 56 94 Easement liabilities - 31 Long-term debt 15,155 12,157 Less current portion (5,374 ) (6,694 ) Long-term debt, including debt issuance costs 9,781 5,463 Less debt issuance costs (1,555 ) (314 ) Long-term debt $ 8,226 $ 5,149 Maturities of long-term debt are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount 2023 $ 5,374 2024 6,285 2025 2,356 2026 836 2027 129 Thereafter 175 Total $ 15,155 Senior Secured Convertible Notes Payable On November 4, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with two affiliated investors. At the Closing, the Company issued and sold to each Purchaser a Senior Secured Convertible Note, the aggregate original principal amount of the two Notes was $ 12,500 6% 11,750 12,500 6% 25,000 . The Conversion Price of $ 2.66 th of the original principal amount of each Note, plus accrued but unpaid interest, until the maturity date of May 4, 2025. Payroll Protection Loan In June, 2020, SolarCommunities, Inc. entered into a Promissory Note with Citizens Bank, N.A. as the lender (“Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Payroll Protection Program (“PPP Loan”) offered by the U.S. Small Business Administration (“SBA”) in a principal amount of $ 2,592 2,592 In February 2021, SolarCommunities, Inc., an indirect wholly-owned subsidiary of the Company, entered into a Promissory Note with Citizens Bank, N.A. as the lender (“Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Payroll Protection Program (“PPP Loan”) offered by the U.S. Small Business Administration (“SBA”) in a principal amount of $ 2,000 2,000 |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | 8. LINE OF CREDIT The Company had a working capital line of credit with NBT Bank N.A. with a limit of $ 6,000 and a variable interest rate based on the Wall Street Journal Prime rate. The balance outstanding was $ 0 and $ 4,468 at December 31, 2022 and December 31, 2021, respectively. The line was paid in full and terminated during November 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES In 2020, the Company entered into a ten-year 6,250 6,500 108 2 The Company leases an office and warehouse facilities in Waterbury, Vermont under agreements expiring in May 2028 and August 2026, respectively. The monthly base rent for the office and warehouse facilities currently approximates $ 28 3 The Company leases an office and warehouse facility in Rhinebeck, New York from a stockholder. Monthly base rent currently approximates $ 7 In 2015, the Company entered into two twenty-five-year 3 3 2 In 2017, the Company entered into a twenty-year 4 2 In 2018, the Company entered into a twenty-year 26 In 2019, the Company entered into a two-year 50 The Company leases a vehicle under a non-cancelable operating lease. In addition, the Company occasionally pays rent for storage on a month-to-month basis. The Company leases vehicles and office equipment under various agreements expiring through June 2026. As of December 31, 2022, aggregate monthly payments required under these leases approximates $ 35 Settlement of Pending Litigation On January 26, 2022 a Complaint was filed in the U.S. District Court for the District of Vermont by Sassoon Peress and Renewz Sustainable Solutions, Inc. against the Company, alleging various claims including breach of contract, defamation, and unjust enrichment arising out of the acquisition of iSun Energy LLC, the sole owner of which was Mr. Peress. The litigation sought legal and equitable remedies. On January 17, 2023, the Company entered into a Settlement Agreement resolving all claims in consideration of a modification of the timing of the delivery of the Acquisition consideration and payment of Mr. Peress’ attorneys’ fees. The matter was dismissed with prejudice on March 13, 2023. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 10. WARRANTS On March 9, 2021, the Company announced its intention to redeem all of its outstanding public warrants to purchase shares of the Company’s Common Stock that were issued under the Warrant Agreement. On April 12, 2021, the Company redeemed approximately 453,764 0.01 . As of December 31, 2021, the Company received notification that ( 3,641,018 1,820,509 20,906 SCHEDULE OF WARRANTS December 31, 2022 December 31, 2021 Beginning balance 69,144 4,163,926 Granted - - Exercised - (3,641,018 ) Redeemed - (453,764 ) Ending balance 69,144 69,144 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS The Public Warrants were traded under the symbol ISUNW and the fair values were based upon the closing price of the Public Warrants at each measurement date. The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at December 31, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 3.88 % 0.06 % Remaining term in years 1.47 2.47 Expected volatility 147.02 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.30 $ 5.96 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 10 - - 10 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 148 - - 148 The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS December 31, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (138 ) (202 ) Ending balance $ 10 $ 148 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
UNION ASSESSMENTS | 12. UNION ASSESSMENTS The Company employs members of the International Brotherhood of Electrical Workers Local 300 (IBEW). The union fee assessments payable are both withholdings from employees and employer assessments. Union fees are for monthly dues, defined contribution pension, health and welfare funds as part of multi-employer plans. All union assessments are based on the number of hours worked or a percentage of gross wages as stipulated in the agreement with the Union. The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions that expires May 31, 2023. During the years ended December 31, 2022 and 2021, the Company incurred the following union assessments (in thousands): SCHEDULE OF UNION ASSESSMENTS December 31, 2022 December 31, 2021 Pension fund $ 350 $ 322 Welfare fund 1,120 981 National employees benefit fund 100 91 Joint apprenticeship and training committee 43 33 401(k) matching 172 111 Total $ 1,785 $ 1,538 Multiemployer Plans The Company is party to collective bargaining agreements with unions representing certain of their employees, which require the Company to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to Multi-Employer Pension Plans (“MEPP”). The Pension Plan Agreement (“PPA”) defines the funding rules for defined benefit pension plans and establishes funding classifications for U.S.-registered multiemployer pension plans. Under the PPA, plans are classified into one of the following five categories, based on multiple factors, also referred to as a plan’s “zone status”: Green (safe), Yellow (endangered), Orange (seriously endangered), and Red (critical or critical and declining). Factors included in the determination of a plan’s zone status include: funded percentage, cash flow position and whether the plan is projecting a minimum funding deficiency. A multiemployer plan that is so underfunded as to be in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status (as determined under the PPA) is required to adopt a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”), which, among other actions, could include decreased benefits and increased employer contributions, which could take the form of a surcharge on benefit contributions. These actions are intended to improve their funding status over a period of years. If a pension fund is in critical status, a participating employer must pay an automatic surcharge in addition to contributions otherwise required under the collective bargaining agreement (“CBA”). With some exceptions, the surcharge is equal to 5% of required contributions for the initial critical year and 10% for each succeeding plan year in which the plan remains in critical status. The surcharge ceases on the effective date of a CBA (or other agreement) that includes contribution and benefit terms consistent with the rehabilitation plan. Certain plans in which the Company participates are in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status. The amount of additional funds, if any, that the Company may be obligated to contribute to these plans in the future cannot be estimated due to the uncertainty of the future levels of work that could be required of the union employees covered by these plans, as well as the required future contribution rates and possible surcharges applicable to these plans. Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: SCHEDULE OF MULTIEMPLOYER PLANS Multiemployer Employer Identification Plan Contributions For the Years Ended December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2022 2021 CBA 2022 As of 2021 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 99,907 91,180 5/31/2023 Green 12/31/2022 Green 12/31/2021 NA No |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The provision for income taxes for the years ended December 31, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current Federal $ - $ (1 ) State 20 (5 ) Total Current 20 (6 ) Deferred Federal (585 ) (1,447 ) State (187 ) (462 ) Total Deferred $ (772 ) (1,909 ) Benefit for Income Taxes $ (752 ) $ (1,915 ) The Company’s total deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets (liabilities) Accruals and reserves $ 219 $ 170 Tax credits 592 514 Net operating loss 19,673 6,182 Stock-based compensation 22 - Less valuation allowance (15,171 ) - Total deferred tax assets 5,335 6,866 Property and equipment (5,335 ) (3,466 ) Intangibles - (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (5,335 ) (7,638 ) Net deferred tax liability $ - $ (772 ) The Company uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. There were no none three For the years ended December 31, 2022 and 2021, respectively, the reconciliation between the effective tax of 4.36% 23.48% 21% 21% SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Income tax expense at federal statutory rate $ (11,450 ) $ (1,683 ) Paycheck Protection Program tax exempt loan forgiveness (544 ) (420 ) Permanent differences 2 23 Permanent differences for change in fair value of warrants (29 ) (205 ) Stock compensation subject to §162(m) limitation - 205 Non-deductible intangible assets - 833 Other adjustments - 3 State and local taxes net of federal benefit (3,902 ) (671 ) Valuation allowance 15,171 - Income tax benefit $ (752 ) $ (1,915 ) The Company received a loan under the CARES Act Payroll Protection Program (“PPP”) of $ 1,488 2,592 2,000 The Company has federal net operating losses of approximately $ 34,000 2,200 31,800 29,600 592 |
CAPTIVE INSURANCE
CAPTIVE INSURANCE | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
CAPTIVE INSURANCE | 14. CAPTIVE INSURANCE The Company and other companies are members of an offshore heterogeneous group captive insurance holding company entitled Navigator Casualty, LTD. (NCL). NCL is located in the Cayman Islands and insures claims relating to workers’ compensation, general liability, and auto liability coverage. Premiums are developed through the use of an actuarially determined loss forecast. Premiums paid totaled $ 235 248 100,000 300,000 Each shareholder has equal ownership and invests a one-time cash capitalization of $ 36,000 35,900 100 Summary financial information on NCL as of September 30, 2022 is: SUMMARY OF FINANCIAL INFORMATION Total assets $ 147,394 Total liabilities $ 80,785 Comprehensive income $ 2,137 NCL’s fiscal year end is September 30, 2022. December 31, 2022 December 31, 2021 Investment in NCL Capital $ 36 $ 36 Cash security 218 194 Investment income in excess of losses (incurred and reserves) 16 40 Total $ 270 $ 270 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS In 2014, the minority stockholders of Peck Electric Co., who sold the building that the Company formerly occupied, lent the proceeds to the majority stockholders of Peck Electric Co. who contributed $ 400 0 21 In May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $ 250 0 39 In 2019, the Company’s majority stockholders lent proceeds to the Company to help with cash flow needs. At December 31, 2022 and December 31, 2021, the amounts owed of $ 0 60 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
DEFERRED COMPENSATION PLAN | 16. DEFERRED COMPENSATION PLAN In 2018, the Company entered into a deferred compensation agreement with a former minority stockholder. The agreement provides for deferred income benefits and is payable over the post-retirement period. The Company accrues the present value of the estimated future benefit payments over the period from the date of the agreement to the retirement date. The minimum commitment for future compensation under the agreement is $ 155 59 24.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 17. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock. SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE 2022 2021 Years Ended December 31, 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 Unvested restricted stock awards 305,023 160,667 Unexercised options to purchase Common Stock 225,666 - Unvested options to purchase Common Stock 350,667 201,334 Totals 1,344,928 825,573 The Company has contingent share arrangements and warrants with the potential issuance of additional shares of Common Stock from these arrangements which were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. |
RESTRICTED STOCK AND STOCK OPTI
RESTRICTED STOCK AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 18. RESTRICTED STOCK AND STOCK OPTIONS Options As of December 31, 2022, the Company has 201,334 201,334 five years 1.49 1.7 187.94 2 0.13 0 SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY December 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending December 31, 2022 576,334 $ 3.80 Exercisable at December 31, 2022 225,666 $ 3.46 December 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,666 $ 1.49 Outstanding, ending December 31, 2021 201,334 $ 1.49 Exercisable at December 31, 2021 - $ - The above table does not include the 429,000 Aggregate intrinsic value of options outstanding at December 31, 2022 and 2021 was $ 0 900 5.96 During the years ended December 31, 2022 and 2021, the Company charged a total of $ 1,359 1,136 395 576,334 three years During the years ended December 31, 2022 and 2021, stock options were exercised for 0 100,666 0 100 Restricted Stock Grant to Executives With an effective date of January 4, 2021, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a Restricted Stock Grant Agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2021 (the January 2021 RSGAs). All shares issuable under the January 2021 RSGA are valued as of the grant date at $ 6.15 241,000 80,333 80,333 80,334 With an effective date of January 24, 2022, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a Restricted Stock Grant Agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2022 (the January 2022 RSGAs). All shares issuable under the January 2022 RSGA are valued as of the grant date at $ 5.04 187,500 62,500 62,500 62,500 With an effective date of April 18, 2022, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a Restricted Stock Grant Agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in April 2022 (the April 2022 RSGAs). All shares issuable under the April 2022 RSGA are valued as of the grant date at $ 3.63 337,033 112,345 112,345 112,343 During the year ended December 31, 2022 and 2021, stock-based compensation expense of $ 1,532 915 Stock-based compensation, excluding the January 2021 RSGA, January 2022 RSGA and April 2022 RSGA, related to employee and director options totaled $ 90 264 On December 17, 2021, the stockholders approved an amendment to the 2020 Equity Incentive Plan increasing the available shares of Common Stock to 3,000,000 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 19. INVESTMENTS Investments consist of: SCHEDULE OF INVESTMENT December 31, 2022 December 31, 2021 GreenSeed Investors, LLC $ 3,924 $ 4,324 Investment in Solar Project Partners, LLC 96 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 12,020 $ 12,420 GreenSeed Investors, LLC (“GSI”) and Solar Project Partners, LLC (“SPP”) For the year ended December 31, 2022, the Company received a return of capital from GSI in the amount of $ 400 400 The GSI and SPP investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of GSI and SPP, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No Gemini and AmpUp On March 18, 2021, the Company made a minority investment of $ 1,500 500 On March 18, 2021, the Company made a minority investment of $ 1,000 The Gemini and AmpUp investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. These investments are minority investments intended to support electric vehicle infrastructure development. The Company has no control in these entities. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. At December 31, 2022 and 2021, the equity investment for Gemini and AmpUp was $ 2,000 1,000 Encore Renewables On November 24, 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company invested $ 5,000 9.1 The Encore investment is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of Encore, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | 20. INTANGIBLES The Company’s intangible assets at December 31, 2022 consist of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Amortization December 31, 2022 December 31, iSun Trademark and Brand 10 $ 3,007 $ 3,007 Intellectual property 10 1,000 1,000 Backlog of projects 12 3,220 3,220 SunCommon Trademark and Brand 10 11,980 11,980 Accumulated amortization (5,169 ) (349 ) Total $ 14,038 $ 18,858 At December 31, 2022 and 2021, amortization expense was $ 4,819 107 Estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Cost 2023 $ 1,599 2024 1,599 2025 1,599 2026 1,599 2027 1,599 Thereafter 6,043 Total $ 14,038 The estimated weighted average remaining period of amortization is 9 |
STOCK REDEMPTION
STOCK REDEMPTION | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCK REDEMPTION | 21. STOCK REDEMPTION On January 25, 2021, the Company purchased 34,190 19.68 5 five 673,000 |
EXERCISE OF PUT AGREEMENTS
EXERCISE OF PUT AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Exercise Of Put Agreements | |
EXERCISE OF PUT AGREEMENTS | 22. EXERCISE OF PUT AGREEMENTS As part of the Merger Agreement with SunCommon, Shareholders were provided the right (the “Put Right”) to cause the Company to purchase all or any of the shares of Common Stock issued at closing at the Put Purchase Price of $ 8.816 575,966 5,079 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Settlement of Pending Litigation On January 26, 2022 a Complaint was filed in the U.S. District Court for the District of Vermont by Sassoon Peress and Renewz Sustainable Solutions, Inc. against the Company, alleging various claims including breach of contract, defamation, and unjust enrichment arising out of the acquisition of iSun Energy LLC, the sole owner of which was Mr. Peress. The litigation sought legal and equitable remedies. On January 17, 2023, the Company entered into a Settlement Agreement resolving all claims in consideration of a modification of the timing of the delivery of the Acquisition consideration and payment of Mr. Peress’ attorneys’ fees. The matter was dismissed with prejudice on March 13, 2023. |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | a) Organization iSun, Inc. is a solar energy company providing design, development, engineering, procurement, installation, storage and electric vehicle infrastructure services for residential, commercial, industrial and utility customers across the United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility acquired all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood is a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the “Name Change”). The Name Change was effected through a parent/subsidiary short-form merger of iSun, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market (“Nasdaq”), effective at the open of the market on January 20, 2021. |
Principles of Consolidation | b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC, iSun Corporate, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Emerging Growth Company Status | c) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which it has more than $ 1.07 700 1.0 |
Revenue Recognition | d) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of December 31, 2022 and 2021, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Performance obligations satisfied over time Solar $ 68,936 $ 40,512 Electric 6,354 3,631 Data and Network 1,163 1,169 Totals $ 76,453 $ 45,312 The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2022 2021 Operations Residential $ 39,513 $ 12,525 Commercial and Industrial 32,750 31,413 Utility 4,190 1,374 Totals $ 76,453 $ 45,312 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years |
Accounts Receivable | e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $ 302 84 |
Contract Assets and Liabilities | f) Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES 2022 2021 (In thousands) Contract Assets $ 7,324 $ 4,004 Contract Liabilities 5,419 2,389 Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $ 0 |
Property and Equipment | g) Property and Equipment Property and equipment greater than $ 5 The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 Total depreciation expense for the years ended December 31, 2022 and 2021 was $ 2,252 681 The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. |
Intangible Assets | h) Intangible Assets Intangible assets primarily consist of trademarks, intellectual property and backlog They are amortized ratably over a range of 1 10 |
Goodwill | i) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. However, due to the decline in Company’s market price, it was determined that it was more likely and not that the Goodwill was fully impaired as of December 31, 2022 and recorded an impairment of $ 37,150 |
Long-Lived Assets | j) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and it has no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. |
Asset Retirement Obligations | k) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and it capitalizes the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore, not recorded as a liability at December 31, 2022 and 2021. |
Concentration and Credit Risks | l) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $ 250 3,300 900 |
Income Taxes | m) Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. |
Sales Tax | o) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. |
Use of Estimates | p) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, estimates in recording the business combinations, discount rate used in lease analysis, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | q) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2023. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) |
Deferred Finance Costs | r) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $ 1,654 400 413 103 |
Fair Value of Financial Instruments | s) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. |
Debt Extinguishment | t) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. 2,592 2,000 |
Inventory | u) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. No |
Warrant liability | v ) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. |
Segment Information | w) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one |
Legal Contingencies | x) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates the Company’s revenue, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Performance obligations satisfied over time Solar $ 68,936 $ 40,512 Electric 6,354 3,631 Data and Network 1,163 1,169 Totals $ 76,453 $ 45,312 |
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT | The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2022 2021 Operations Residential $ 39,513 $ 12,525 Commercial and Industrial 32,750 31,413 Utility 4,190 1,374 Totals $ 76,453 $ 45,312 |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES 2022 2021 (In thousands) Contract Assets $ 7,324 $ 4,004 Contract Liabilities 5,419 2,389 |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS PRO FORMA INFORMATION | SCHEDULE OF BUSINESS PRO FORMA INFORMATION (in 000’s) 2022 2021 Year Ended December 31, (in 000’s) 2022 2021 Revenue, net $ 76,453 $ 72,501 Net loss $ (53,779 ) $ (9,202 ) Weighted average shares of common stock outstanding, basic and diluted 14,089,499 10,657,665 Net loss per share, basic and diluted $ (3.82 ) $ (0.86 ) |
Solar Communities Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued ( 1,810,955 8.816 $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 260 Total identifiable liabilities $ 15,632 Net assets acquired including identifiable intangible assets 12,030 Goodwill $ 36,270 |
Liberty Electric Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has not been met and has not been included in the allocation of the purchase price. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consist of: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 8,502 $ 13,886 Accounts receivable - retainage 583 535 Accounts receivable 9,085 14,421 Allowance for doubtful accounts (302 ) (84 ) Total $ 8,783 $ 14,337 |
SUMMARY OF CONTRACT ASSETS AND LIABILITIES | Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at December 31, 2022 and 2021: SUMMARY OF CONTRACT ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Contract assets $ 7,231 $ 3,452 - - Unbilled receivables, included in costs in excess of billings 93 552 Costs and estimated earnings in excess of billings 7,324 4,004 Retainage, included in Accounts Receivable 583 535 Total $ 7,907 $ 4,539 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred costs associated with contract assets as of December 31, 2022 will be billed and collected within one year. Contract liabilities were as follows at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Contract Liabilities $ 5,419 $ 2,389 Retainage - - Total $ 5,419 $ 2,389 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contracts In Progress | |
SCHEDULE OF CONTRACTS IN PROGRESS | Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS December 31, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 31,215 $ 13,716 Estimated earnings thereon 2,509 2,784 Contract costs 33,744 16,499 Less billings to date (31,912 ) (15,436 ) Contract costs, net of billings 1,812 1,063 ) Plus under billings remaining on contracts 100% complete 93 552 Total $ 1,905 $ 1,615 Included in accompany balance sheets under the following captions: December 31, 2022 December 31, 2021 Contract assets $ 7,324 $ 4,004 Contract liabilities (5,419 ) (2,389 ) Total $ 1,905 $ 1,615 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASE | SCHEDULE OF OPERATING LEASE December 31, 2022 Operating lease right-of-use assets $ 6,960 Operating lease liabilities—short term 588 Operating lease liabilities—long term 6,711 Total operating lease liabilities $ 7,299 |
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE | Estimated minimum future lease obligations are as follows: SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount 2023 $ 817 2024 805 2025 798 2026 796 2027 797 Thereafter 4,740 Total lease payments 8,753 Less: interest (1,454 ) Total $ 7,299 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SUMMARY OF LONG-TERM DEBT | A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT December 31, 2022 December 31, 2021 NBT Bank, National Association, 4.25 5,869 $ 598 $ 641 NBT Bank, National Association, 4.20 monthly installments 3,293 - 216 NBT Bank, National Association, 4.15 monthly installments 3,677 137 174 NBT Bank, National Association, 4.20 monthly installments 5,598 325 377 NBT Bank, National Association, 4.85 monthly installments 2,932 14 48 Various vehicle loans, interest ranging from 0 10.09 monthly installments 34,878 1,271 1,147 National Bank of Middlebury, 3.95 5 10 2.75 3.95 2,388 21 48 B. Riley Commercial Capital, LLC, 8.0 - 6,046 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1 - 2,592 Senior secured convertible notes payable, 5 monthly payments th 12,500 - December 31, 2022 December 31, 2021 CSA 5: Payable in monthly installments 2,414 5.5 - 119 CSA 17: Payable in monthly installments 2,414 5.5 - 133 CSA 36: Payable in monthly installments 2,414 5.5 115 137 CSA 5: Payable in monthly interest 1,104 552 monthly interest 2,485 monthly 20,142 11.25 - 118 CSA 17: Payable in monthly interest 1,104 552 monthly 2,485 monthly 20,142 11.25 - 118 CSA 36: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25 118 118 Equipment loans 56 94 Easement liabilities - 31 Long-term debt 15,155 12,157 Less current portion (5,374 ) (6,694 ) Long-term debt, including debt issuance costs 9,781 5,463 Less debt issuance costs (1,555 ) (314 ) Long-term debt $ 8,226 $ 5,149 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount 2023 $ 5,374 2024 6,285 2025 2,356 2026 836 2027 129 Thereafter 175 Total $ 15,155 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS December 31, 2022 December 31, 2021 Beginning balance 69,144 4,163,926 Granted - - Exercised - (3,641,018 ) Redeemed - (453,764 ) Ending balance 69,144 69,144 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at December 31, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 3.88 % 0.06 % Remaining term in years 1.47 2.47 Expected volatility 147.02 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.30 $ 5.96 |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 10 - - 10 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 148 - - 148 |
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS | The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS December 31, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (138 ) (202 ) Ending balance $ 10 $ 148 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF UNION ASSESSMENTS | The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions that expires May 31, 2023. During the years ended December 31, 2022 and 2021, the Company incurred the following union assessments (in thousands): SCHEDULE OF UNION ASSESSMENTS December 31, 2022 December 31, 2021 Pension fund $ 350 $ 322 Welfare fund 1,120 981 National employees benefit fund 100 91 Joint apprenticeship and training committee 43 33 401(k) matching 172 111 Total $ 1,785 $ 1,538 |
SCHEDULE OF MULTIEMPLOYER PLANS | Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: SCHEDULE OF MULTIEMPLOYER PLANS Multiemployer Employer Identification Plan Contributions For the Years Ended December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2022 2021 CBA 2022 As of 2021 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 99,907 91,180 5/31/2023 Green 12/31/2022 Green 12/31/2021 NA No |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The provision for income taxes for the years ended December 31, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current Federal $ - $ (1 ) State 20 (5 ) Total Current 20 (6 ) Deferred Federal (585 ) (1,447 ) State (187 ) (462 ) Total Deferred $ (772 ) (1,909 ) Benefit for Income Taxes $ (752 ) $ (1,915 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s total deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets (liabilities) Accruals and reserves $ 219 $ 170 Tax credits 592 514 Net operating loss 19,673 6,182 Stock-based compensation 22 - Less valuation allowance (15,171 ) - Total deferred tax assets 5,335 6,866 Property and equipment (5,335 ) (3,466 ) Intangibles - (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (5,335 ) (7,638 ) Net deferred tax liability $ - $ (772 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | For the years ended December 31, 2022 and 2021, respectively, the reconciliation between the effective tax of 4.36% 23.48% 21% 21% SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Income tax expense at federal statutory rate $ (11,450 ) $ (1,683 ) Paycheck Protection Program tax exempt loan forgiveness (544 ) (420 ) Permanent differences 2 23 Permanent differences for change in fair value of warrants (29 ) (205 ) Stock compensation subject to §162(m) limitation - 205 Non-deductible intangible assets - 833 Other adjustments - 3 State and local taxes net of federal benefit (3,902 ) (671 ) Valuation allowance 15,171 - Income tax benefit $ (752 ) $ (1,915 ) |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF FINANCIAL INFORMATION | Summary financial information on NCL as of September 30, 2022 is: SUMMARY OF FINANCIAL INFORMATION Total assets $ 147,394 Total liabilities $ 80,785 Comprehensive income $ 2,137 NCL’s fiscal year end is September 30, 2022. December 31, 2022 December 31, 2021 Investment in NCL Capital $ 36 $ 36 Cash security 218 194 Investment income in excess of losses (incurred and reserves) 16 40 Total $ 270 $ 270 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE | SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE 2022 2021 Years Ended December 31, 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 Unvested restricted stock awards 305,023 160,667 Unexercised options to purchase Common Stock 225,666 - Unvested options to purchase Common Stock 350,667 201,334 Totals 1,344,928 825,573 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY December 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending December 31, 2022 576,334 $ 3.80 Exercisable at December 31, 2022 225,666 $ 3.46 December 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,666 $ 1.49 Outstanding, ending December 31, 2021 201,334 $ 1.49 Exercisable at December 31, 2021 - $ - |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | Investments consist of: SCHEDULE OF INVESTMENT December 31, 2022 December 31, 2021 GreenSeed Investors, LLC $ 3,924 $ 4,324 Investment in Solar Project Partners, LLC 96 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 12,020 $ 12,420 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS | The Company’s intangible assets at December 31, 2022 consist of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Amortization December 31, 2022 December 31, iSun Trademark and Brand 10 $ 3,007 $ 3,007 Intellectual property 10 1,000 1,000 Backlog of projects 12 3,220 3,220 SunCommon Trademark and Brand 10 11,980 11,980 Accumulated amortization (5,169 ) (349 ) Total $ 14,038 $ 18,858 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | Estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Cost 2023 $ 1,599 2024 1,599 2025 1,599 2026 1,599 2027 1,599 Thereafter 6,043 Total $ 14,038 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Totals | $ 76,453 | $ 45,312 |
Solar Operations [Member] | ||
Totals | 68,936 | 40,512 |
Electric Operations [Member] | ||
Totals | 6,354 | 3,631 |
Data And Network Operations [Member] | ||
Totals | $ 1,163 | $ 1,169 |
SCHEDULE OF REVENUE BASED OPERA
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Totals | $ 76,453 | $ 45,312 |
Residential [Member] | ||
Totals | 39,513 | 12,525 |
Commercial And Industrial [Member] | ||
Totals | 32,750 | 31,413 |
Utility [Member] | ||
Totals | $ 4,190 | $ 1,374 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract Assets | $ 7,324 | $ 4,004 |
Contract Liabilities | $ 5,419 | $ 2,389 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Solar Arrays [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Software and Software Development Costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software and Software Development Costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Allowance for doubtful accounts | $ 302,000 | $ 84,000 |
Threshold value to record property and equipment at cost | 5,000 | |
Depreciation | 2,252,000 | 681,000 |
Goodwill impairment loss | 37,150,000 | |
Cash, FDIC insured amount | 250,000 | |
Uninsured cash balances | 3,300,000 | 900,000 |
Deferred financing costs | 1,654,000 | 400,000 |
Amortization expense | 413,000 | 103,000 |
Gain on forgiveness of PPP loan | 2,592,000 | 2,000,000 |
Inventory allowance | $ 0 | 0 |
Number of reportable segments | Segment | 1 | |
Solar Power Projects [Member] | ||
Project assets | $ 0 | 0 |
Minimum [Member] | ||
Revenue | 1,070,000,000 | |
Equity securities revenue | 700,000,000 | |
Non convertible debt revenue | $ 1,000,000,000 | |
Intangible asset useful life | 1 year | |
Maximum [Member] | ||
Workmanship warranties period | 5 years | |
Intangible asset useful life | 10 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS (Details) (Parenthetical) - $ / shares | Nov. 18, 2021 | Sep. 08, 2021 |
Solar Communities Inc [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 1,810,955 | |
Business acquisition, share price | $ 8.816 | |
Liberty Electric Inc [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 29,749 | |
Business acquisition, share price | $ 8.4035 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - USD ($) | Nov. 18, 2021 | Sep. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 36,907,000 | |||
Solar Communities Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of iSun's shares of Common Stock issued (29,749 shares), at $8.4035 per share | $ 15,965,000 | |||
Cash paid | 25,535,000 | |||
Earnout provision | 6,800,000 | |||
Total consideration transferred | 48,300,000 | |||
Cash and cash equivalents | 581,000 | |||
Accounts receivable | 3,409,000 | |||
Inventory | 2,653,000 | |||
Contract assets | 610,000 | |||
Premises and equipment | 4,447,000 | |||
Intangible assets | 11,980,000 | |||
Other current assets | 762,000 | |||
Total identifiable assets | 27,662,000 | |||
Accounts payable and accrued liabilities | 5,562,000 | |||
Contract liabilities | 1,103,000 | |||
Customer deposits | 355,000 | |||
Deferred tax liabilities | 2,070,000 | |||
Loans payable | 6,282,000 | |||
Other liabilities | 260,000 | |||
Total identifiable liabilities | 15,632,000 | |||
Net assets acquired including identifiable intangible assets | 12,030,000 | |||
Goodwill | 36,270,000 | |||
Solar Communities Inc [Member] | Order or Production Backlog [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,220,000 | |||
Liberty Electric Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of iSun's shares of Common Stock issued (29,749 shares), at $8.4035 per share | $ 250,000 | |||
Cash paid | 1,195,000 | |||
Earnout provision | ||||
Total consideration transferred | 1,445,000 | |||
Accounts receivable | 562,000 | |||
Inventory | 90,000 | |||
Contract assets | 97,000 | |||
Premises and equipment | 38,000 | |||
Other current assets | 2,000 | |||
Total identifiable assets | 789,000 | |||
Accounts payable and accrued liabilities | 219,000 | |||
Contract liabilities | 5,000 | |||
Total identifiable liabilities | 224,000 | |||
Net assets acquired including identifiable intangible assets | 565,000 | |||
Goodwill | $ 880,000 |
SCHEDULE OF BUSINESS PRO FORMA
SCHEDULE OF BUSINESS PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue, net | $ 76,453 | $ 72,501 |
Net loss | $ (53,779) | $ (9,202) |
Weighted average shares of common stock outstanding, basic and diluted | 14,089,499 | 10,657,665 |
Net loss per share, basic and diluted | $ (3.82) | $ (0.86) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 12 Months Ended | ||||||
Nov. 18, 2021 USD ($) $ / shares | Sep. 08, 2021 USD ($) $ / shares | Apr. 06, 2021 USD ($) | Jan. 19, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 30, 2020 $ / shares | |
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 14,038,000 | $ 18,858,000 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | (5,169,000) | (349,000) | |||||
Amortization of intangibles | 4,819,000 | 107,000 | |||||
Revenue since acquisition date | $ 76,453,000 | 72,501,000 | |||||
ProjectIp [Member] | iSun Utility LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 2,700,000 | ||||||
Asset acquisition, contingent consideration, liability | 1,000,000 | ||||||
ProjectIp [Member] | iSun Utility LLC [Member] | Payable Upon Achievement Of Certain Milestones [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Asset acquisition, contingent consideration, liability | $ 1,700,000 | ||||||
Hartsel Project [Member] | iSun Utility LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Solar investment tax credit, percentage | 30% | ||||||
Hartsel Project [Member] | iSun Utility LLC [Member] | Payable Upon Achievement Of Certain Milestones [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Asset acquisition, contingent consideration, liability | $ 700,000 | ||||||
Hartsel Project [Member] | iSun Utility LLC [Member] | Payable for Key Development Milestones [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Asset acquisition, contingent consideration, liability | $ 1,000,000 | ||||||
Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life | 10 years | ||||||
iSun Energy LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock to be issued or issued in connection with Merger (in shares) | shares | 400,000 | ||||||
Value of common stock to be issued or issued in connection with Merger | $ 2,404,000 | ||||||
Stock issued during period, shares, acquisitions | shares | 200,000 | ||||||
Warrants issued to purchase common stock | $ 518,000 | ||||||
Cash paid | 85,000 | ||||||
Business Combination, Contingent Consideration, Performance Milestones, Value | $ 3,007,000 | ||||||
Business acquisition, share price | $ / shares | $ 6.01 | ||||||
Intangible assets | $ 2,406,000 | 2,706,000 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 601,000 | 301,000 | |||||
Estimated useful life | 10 years | ||||||
Amortization of intangibles | $ 600,000 | 301,000 | |||||
iSun Energy LLC [Member] | Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Remaining term in years | 3 years | ||||||
iSun Energy LLC [Member] | Measurement Input, Price Volatility [Member] | Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | 103.32 | ||||||
iSun Energy LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | 0.36 | ||||||
iSun Energy LLC [Member] | Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | 0 | ||||||
iSun Energy LLC [Member] | Chief Executive Officer [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock to be issued or issued in connection with Merger (in shares) | shares | 400,000 | ||||||
iSun Energy LLC [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Warrants to purchase stock | shares | 200,000 | ||||||
Business combination, contingent consideration, performance milestones, number of shares | shares | 240,000 | ||||||
iSun Utility LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 800 | 1,000 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 150,000 | 0 | |||||
Estimated useful life | 10 years | ||||||
Amortization of intangibles | $ 150,000 | 0 | |||||
Solar Communities Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value of common stock to be issued or issued in connection with Merger | $ 15,965,000 | ||||||
Cash paid | $ 25,535,000 | ||||||
Business acquisition, share price | $ / shares | $ 8.816 | ||||||
Consideration transferred | $ 48,300,000 | ||||||
Earnout provision | 6,800,000 | ||||||
Acquisition costs | 1,235,000 | ||||||
Revenue since acquisition date | 12,500,000 | ||||||
Solar Communities Inc [Member] | Accrued Liabilities Current [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earn out provision current liability | 3,500,000 | ||||||
Solar Communities Inc [Member] | Other Noncurrent Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earn out provision long-term liability | 3,300,000 | ||||||
Solar Communities Inc [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earnout provision | $ 10,000,000 | ||||||
Liberty Electric Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value of common stock to be issued or issued in connection with Merger | $ 250,000 | ||||||
Cash paid | $ 1,195,000 | ||||||
Business acquisition, share price | $ / shares | $ 8.4035 | ||||||
Consideration transferred | $ 1,445,000 | ||||||
Earnout provision | |||||||
Consideration transferred | 1,400,000 | ||||||
Cash consideration | 1,200,000 | ||||||
Revenue since acquisition date | 700,000 | ||||||
Liberty Electric Inc [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, contingent consideration, liability | $ 300,000 | ||||||
Solar Communities Inc and Liberty Electric Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 1,235,000 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) $ in Thousands | 12 Months Ended | |||
Mar. 16, 2023 USD ($) | Dec. 31, 2022 USD ($) MW | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cash | $ 5,455 | $ 2,242 | ||
Working capital | 4,498,000 | |||
Stockholders' Equity Attributable to Parent | 19,287 | $ 59,858 | $ 7,882 | |
Scenario, Plan [Member] | ||||
Proceeds from issuance or sale of equity | $ 16,000 | |||
Residential [Member] | ||||
Customer orders | $ 20,500 | |||
Residential [Member] | Minimum [Member] | ||||
Completion period | 4 months | |||
Residential [Member] | Maximum [Member] | ||||
Completion period | 6 months | |||
Commercial [Member] | ||||
Contracted backlog | $ 11,200 | |||
Commercial [Member] | Minimum [Member] | ||||
Completion period | 6 months | |||
Commercial [Member] | Maximum [Member] | ||||
Completion period | 8 months | |||
Industrial [Member] | ||||
Contracted backlog | $ 132,500 | |||
Industrial [Member] | Minimum [Member] | ||||
Completion period | 12 months | |||
Industrial [Member] | Maximum [Member] | ||||
Completion period | 18 months | |||
Utility [Member] | ||||
Projects under development | MW | 1.6 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 9,085 | $ 14,421 |
Allowance for doubtful accounts | (302) | (84) |
Total | 8,783 | 14,337 |
Contracts In Progress [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 8,502 | 13,886 |
Retainage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 583 | $ 535 |
SUMMARY OF CONTRACT ASSETS AND
SUMMARY OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Contract assets | $ 7,231 | $ 3,452 |
Unbilled receivables, included in costs in excess of billings | 93 | 552 |
Costs and estimated earnings in excess of billings | 7,324 | 4,004 |
Retainage, included in Accounts Receivable | 583 | 535 |
Total | 7,907 | 4,539 |
Contract Liabilities | 5,419 | 2,389 |
Retainage | ||
Total | $ 5,419 | $ 2,389 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Bad debt expense | $ 145 |
SCHEDULE OF CONTRACTS IN PROGRE
SCHEDULE OF CONTRACTS IN PROGRESS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 33,744 | $ 16,499 |
Less billings to date | (31,912) | (15,436) |
Contract costs, net of billings | 1,812 | 1,063 |
Plus under billings remaining on contracts 100% complete | 93 | 552 |
Total | 1,905 | 1,615 |
Contract assets | 7,324 | 4,004 |
Contract liabilities | (5,419) | (2,389) |
Expenditures On Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | 31,215 | 13,716 |
Earnings On Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 2,509 | $ 2,784 |
SCHEDULE OF OPERATING LEASE (De
SCHEDULE OF OPERATING LEASE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 6,960 | $ 7,539 | |
Operating lease liabilities—short term | 588 | ||
Operating lease liabilities—long term | 6,711 | ||
Total operating lease liabilities | $ 7,299 | $ 7,808 |
SCHEDULE OF ESTIMATED FUTURE MI
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 817 | |
2024 | 805 | |
2025 | 798 | |
2026 | 796 | |
2027 | 797 | |
Thereafter | 4,740 | |
Total lease payments | 8,753 | |
Less: interest | (1,454) | |
Total operating lease liabilities | $ 7,299 | $ 7,808 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Operating lease asset | $ 6,960 | $ 7,539 | |
Operating lease liability | 7,299 | $ 7,808 | |
Lease expense | 753 | ||
Operating lease payments | 835 | ||
Operating lease, right-of-use asset, amortization expense | 660 | ||
Lease expense including interest | $ 642 | ||
Operating lease, weighted average remaining lease term | 10 years 11 months 8 days | ||
Operating lease, weighted average discount rate, percent | 3.33% | ||
Minimum [Member] | |||
Operating lease, remaining lease term | 1 year | ||
Maximum [Member] | |||
Operating lease, remaining lease term | 18 years |
SUMMARY OF LONG-TERM DEBT (Deta
SUMMARY OF LONG-TERM DEBT (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.25% |
Installment payment | $ 5,869 |
NBT Bank, National Association, Secured Debt, Building, 4.20 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.20% |
Installment payment | $ 3,293 |
Frequency of payment | monthly installments |
NBT Bank, National Association, Secured Debt, 4.15 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.15% |
Installment payment | $ 3,677 |
Frequency of payment | monthly installments |
NBT Bank, National Association, Secured Debt, Business Assets, 4.20 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.20% |
Installment payment | $ 5,598 |
Frequency of payment | monthly installments |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.85% |
Installment payment | $ 2,932 |
Frequency of payment | monthly installments |
Vehicle Loans [Member] | |
Short-Term Debt [Line Items] | |
Installment payment | $ 34,878 |
Frequency of payment | monthly installments |
Vehicle Loans [Member] | Minimum [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 0% |
Vehicle Loans [Member] | Maximum [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 10.09% |
National Bank of Middlebury, Secured Debt [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 3.95% |
Installment payment | $ 2,388 |
Interest rate | 5 years |
Interest rate | 10 years |
Basis spread on variable rate | 2.75% |
Floor interest rate | 3.95% |
B Riley Commercial Capital LLC [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 8% |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 1% |
Senior Secured Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5% |
Frequency of payment | monthly payments |
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5.50% |
Installment payment | $ 2,414 |
Frequency of payment | monthly installments |
CSA 17, Secured Debt, Interest Rate 5.5 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5.50% |
Installment payment | $ 2,414 |
Frequency of payment | monthly installments |
CSA 36, Secured Debt, Interest Rate 5.5 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5.50% |
Installment payment | $ 2,414 |
Frequency of payment | monthly installments |
CSA 5 Secured Debt Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Frequency of payment | monthly interest |
Interest only payment | $ 1,104 |
Half of interest only payment | $ 552 |
Csa 5 Secured Debt Interest Rate 1125 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 11.25% |
Frequency of payment | monthly interest |
Balloon payment | $ 20,142 |
Csa 17 Secured Debt Interest Rate 1125 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 11.25% |
Installment payment | $ 2,485 |
Frequency of payment | monthly |
Balloon payment | $ 20,142 |
CSA 17 Secured Debt Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Interest only payment | 1,104 |
Half of interest only payment | $ 552 |
CSA 36, Secured Debt, Interest Rate 11.25 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 11.25% |
Installment payment | $ 2,485 |
Frequency of payment | monthly |
Interest only payment | $ 1,104 |
Half of interest only payment | 552 |
Balloon payment | $ 20,142 |
SUMMARY OF LONG-TERM DEBT (De_2
SUMMARY OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Long-term debt | $ 15,155 | $ 12,157 |
Less current portion | (5,374) | (6,694) |
Long-term debt, including debt issuance costs | 9,781 | 5,463 |
Less debt issuance costs | (1,555) | (314) |
Long-term debt | 8,226 | 5,149 |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 598 | 641 |
NBT Bank, National Association, Secured Debt, Building, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 216 | |
NBT Bank, National Association, Secured Debt, 4.15 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 137 | 174 |
NBT Bank, National Association, Secured Debt, Business Assets, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 325 | 377 |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 14 | 48 |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 1,271 | 1,147 |
National Bank of Middlebury, Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 21 | 48 |
B Riley Commercial Capital LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 6,046 | |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 2,592 | |
Senior Secured Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 12,500 | |
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 119 | |
CSA 17, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 133 | |
CSA 36, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 115 | 137 |
CSA 5 Secured Debt Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | |
CSA 17 Secured Debt Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | |
CSA 36, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | 118 |
Equipment Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 56 | 94 |
Easement Liabilities [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | $ 31 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 5,374 | |
2024 | 6,285 | |
2025 | 2,356 | |
2026 | 836 | |
2027 | 129 | |
Thereafter | 175 | |
Total | $ 15,155 | $ 12,157 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||||
Nov. 04, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Share Price | $ 2.66 | |||||
Gain (Loss) on Extinguishment of Debt | $ 2,592,000 | $ 2,000,000 | ||||
Payroll Protection Program Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 1,488 | $ 2,000,000 | $ 2,592,000 | |||
Gain (Loss) on Extinguishment of Debt | $ 2,000,000 | |||||
Payroll Protection Program Loan [Member] | Scenario, Plan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gain (Loss) on Extinguishment of Debt | $ 2,592,000 | |||||
Senior Secured Convertible First Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 12,500,000 | |||||
Discount percentage | 6% | |||||
Gross proceeds from debt | $ 11,750,000 | |||||
Senior Secured Convertible Second Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 12,500,000 | |||||
Discount percentage | 6% | |||||
Senior Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 25,000,000 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Line of Credit, Current | $ 4,468 | |
NBT Bank, Working Capital Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 6,000 | |
Line of Credit, Current | $ 0 | $ 4,468 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) ft² | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2015 USD ($) | |
Land [Member] | Twenty Five Year Lease One 2015 [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, term of contract | 25 years | |||||
Annual rent | $ 3 | |||||
Land [Member] | Twenty Five Year Lease Two 2015 [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, annual rent increase, percentage | 200% | |||||
Annual rent | $ 3 | |||||
Land [Member] | Twenty Year Lease 2017 [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, term of contract | 20 years | |||||
Lessee, operating lease, annual rent increase, percentage | 200% | |||||
Annual rent | $ 4 | |||||
Land [Member] | Twenty Year Lease 2018 [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, term of contract | 20 years | |||||
Annual rent | $ 26 | |||||
Other Energy Equipment [Member] | Two Year Lease 2019 [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, term of contract | 2 years | |||||
Annual rent | $ 50 | |||||
Vehicles and Office Equipment [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payments for rent | $ 35 | |||||
Williston [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Lessee, operating lease, term of contract | 10 years | |||||
Payments for rent | $ 108 | |||||
Lessee, operating lease, annual rent increase, percentage | 2% | |||||
Williston [Member] | Office Building [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Area under lease | ft² | 6,250 | |||||
Williston [Member] | Warehouse [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Area under lease | ft² | 6,500 | |||||
Waterbury [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payments for rent | $ 28 | |||||
Lessee, operating lease, annual rent increase, percentage | 3% | |||||
Rhinebeck [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Payments for rent | $ 7 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - shares | 12 Months Ended | ||
Apr. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Beginning balance | 69,144,000 | 4,163,926,000 | |
Granted | |||
Exercised | (3,641,018) | ||
Redeemed | 453,764 | (453,764,000) | |
Ending balance | 69,144,000 | 69,144,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Class of warrant or right, redeemed | 453,764 | (453,764,000) | |
Class of warrant or right, redemption price per share | 0.01 | ||
Class of warrant or right, exercised | 3,641,018 | ||
Stock issued during period, shares, warrants exercised | 1,820,509 | ||
Proceeds from warrant exercise | $ 20,906 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 04, 2022 | |
Class of Warrant or Right [Line Items] | |||
Fair value of common stock | $ 2.66 | ||
Private Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Risk-free rate | 3.88% | 0.06% | |
Remaining term in years | 1 year 5 months 19 days | 2 years 5 months 19 days | |
Expected volatility | 147.02% | 152.90% | |
Exercise price | $ 11.50 | $ 11.50 | |
Fair value of common stock | $ 1.30 | $ 5.96 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 10 | $ 148 |
Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | 10 | 148 |
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 10 | $ 148 |
SCHEDULE OF ROLL FORWARD OF LEV
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 148 | $ 350 |
Fair value adjustment – Warrant liability | (138) | (202) |
Ending balance | $ 10 | $ 148 |
SCHEDULE OF UNION ASSESSMENTS (
SCHEDULE OF UNION ASSESSMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 1,785 | $ 1,538 |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 350 | 322 |
Welfare Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1,120 | 981 |
National Employees Benefit Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 100 | 91 |
Joint Apprenticeship And Training Committee [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 43 | 33 |
Matching 401 K Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 172 | $ 111 |
SCHEDULE OF MULTIEMPLOYER PLANS
SCHEDULE OF MULTIEMPLOYER PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Multiemployer plan, pension, significant, employer identification number | 530181657 | |
National Electrical Benefit Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Multiemployer plan, pension, significant, plan number | 001 | |
Multiemployer Plan, Pension, Significant, Employer Contribution, Cost | $ 99,907 | $ 91,180 |
Multiemployer Plan, Pension, Significant, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2023 | |
Multiemployer Plan, Pension, Significant, Certified Zone Status [Fixed List] | Green | Green |
Multiemployer Plan, Pension, Significant, Funding Improvement or Rehabilitation Plan, Implementation Status [Fixed List] | NA | |
Multiemployer Plan, Pension, Significant, Surcharge [Fixed List] | No |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ (1) | |
State | 20 | (5) |
Total Current | 20 | (6) |
Deferred | ||
Federal | (585) | (1,447) |
State | (187) | (462) |
Total Deferred | (772) | (1,909) |
Benefit for Income Taxes | $ (752) | $ (1,915) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Accruals and reserves | $ 219 | $ 170 |
Tax credits | 592 | 514 |
Net operating loss | 19,673 | 6,182 |
Stock-based compensation | 22 | |
Less valuation allowance | (15,171) | |
Total deferred tax assets | 5,335 | 6,866 |
Property and equipment | (5,335) | (3,466) |
Intangibles | (3,857) | |
Stock-based compensation | (315) | |
Total deferred tax liabilities | (5,335) | (7,638) |
Net deferred tax liability | $ (772) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 4.36% | 23.48% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Income tax expense at federal statutory rate | $ (11,450) | $ (1,683) |
Paycheck Protection Program tax exempt loan forgiveness | (544) | (420) |
Permanent differences | 2 | 23 |
Permanent differences for change in fair value of warrants | (29) | (205) |
Stock compensation subject to §162(m) limitation | 205 | |
Non-deductible intangible assets | $ 833 | |
Other adjustments | 300,000% | |
State and local taxes net of federal benefit | $ (3,902) | $ (671) |
Valuation allowance | 15,171 | |
Benefit for Income Taxes | $ (752) | $ (1,915) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | $ 0 | $ 0 | ||
Interest and penalties related to income taxes | $ 0 | 0 | ||
Time period tax years previously filed remain subject to examination | 3 years | |||
Debt current | $ 5,374,000 | $ 6,694,000 | ||
Other Operating Income (Expense), Net | 29,600 | |||
Tax credit carryforwards | 592 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses | 34,000 | |||
Deferred tax assets, operating loss carryforwards, subject to examination | 2,200 | |||
Net operating losses not subject to expiration | 31,800 | |||
Payroll Protection Program Loan [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Face amount | 1,488 | $ 2,000,000 | $ 2,592,000 | |
Payroll Protection Program Loan [Member] | Loan One [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Debt current | 2,592 | |||
Payroll Protection Program Loan [Member] | Loan Two [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Debt current | $ 2,000 |
SUMMARY OF FINANCIAL INFORMATIO
SUMMARY OF FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total assets | $ 67,481 | $ 103,728 | |
Total liabilities | 48,194 | 43,870 | |
Investment in NCL | |||
Total | 270 | 270 | |
Navigator Casualty, LTD. [Member] | |||
Total assets | $ 147,394 | ||
Total liabilities | 80,785 | ||
Comprehensive income | $ 2,137 | ||
Investment in NCL | |||
Capital | 36 | 36 | |
Cash security | 218 | 194 | |
Investment income in excess of losses (incurred and reserves) | 16 | 40 | |
Total | $ 270 | $ 270 |
CAPTIVE INSURANCE (Details Narr
CAPTIVE INSURANCE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | ||
Premiums paid | $ 235,000 | $ 248,000 |
Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Capital investment | 36,000 | |
Redeemable preference shares | 35,900 | |
Common shares | 100 | |
Fund A [Member] | Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Loss layer | 100,000 | |
Fund B [Member] | Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Loss layer | $ 300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | |
Majority Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party | $ 400 | |||
Majority Shareholder [Member] | Advance for Stock Purchase [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 250 | |||
Majority Shareholder [Member] | Loan to Help with Cash Flow Needs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | $ 0 | $ 60 | ||
Investor [Member] | Sale of Building [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | 0 | 21 | ||
Stockholders [Member] | Buyout of Minority Stockholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | $ 0 | $ 39 |
DEFERRED COMPENSATION PLAN (Det
DEFERRED COMPENSATION PLAN (Details Narrative) - Investor [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Minimum commitment for future compensation | $ 155 |
Net present value of future compensation | $ 59 |
Solar management fee | 24.50% |
SCHEDULE OF POTENTIAL SHARE ISS
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,344,928 | 825,573 |
Payroll Protection Program [Member] | Jensyn Acquisition Corp [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 429,000 | 429,000 |
Private Warrant [Member] | Jensyn Acquisition Corp [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 34,572 | 34,572 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 305,023 | 160,667 |
Unexcercised Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 225,666 | |
Unvested Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 350,667 | 201,334 |
SCHEDULE OF SHARE BASED PAYMENT
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding beginning balance | 201,334 | |
Outstanding per share | $ 1.49 | |
Granted | 375,000 | 302,000 |
Granted per share | $ 5.04 | $ 1.49 |
Exercised | 100,666 | |
Exercised per share | $ 1.49 | $ 1.49 |
Outstanding ending balance | 576,334 | 201,334 |
Outstanding per share | $ 3.80 | $ 1.49 |
Exercisable | 225,666 | |
Exercisable per share | $ 3.46 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 24, 2022 | Jan. 04, 2021 | Apr. 30, 2022 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 04, 2022 | Dec. 17, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Option to purchase common stock | 429,000 | |||||||||
Share price | $ 2.66 | |||||||||
Proceeds from options exercised | $ 150,000 | |||||||||
Equity Incentive Plan 2020 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Available shares of common stock | 3,000,000 | |||||||||
Non-Qualified Stock Options [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares available | 201,334 | |||||||||
Available shares of common stock | 201,334 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | |||||||||
Exercised | $ 1.49 | |||||||||
Fair value | $ 1,700,000 | |||||||||
Volatility | 187.94% | |||||||||
Term | 2 years | |||||||||
Risk free rate | 0.13% | |||||||||
Dividend yield | 0% | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares available | 576,334 | 201,334 | ||||||||
Aggregate intrinsic value of options outstanding | $ 0 | $ 900,000 | ||||||||
Share price | $ 5.96 | |||||||||
Stock-based compensation expense | $ 1,359,000 | $ 1,136,000 | ||||||||
Unrecognized stock-based compensation expense | $ 395,000 | |||||||||
Unrecognized share based compensation, shares | 576,334 | |||||||||
Exercised | 100,666 | |||||||||
Proceeds from options exercised | $ 0 | $ 100,000 | ||||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Period for recognition | 3 years | |||||||||
Restricted Stock [Member] | Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.04 | $ 6.15 | $ 3.63 | |||||||
Granted in shares | 187,500 | 241,000 | 337,033 | |||||||
Stock based compensation expense | $ 1,532,000 | $ 915,000 | ||||||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted in shares | 62,500 | 80,333 | 112,345 | |||||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Forecast [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted in shares | 112,343 | 112,345 | ||||||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted in shares | 62,500 | 80,333 | ||||||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Granted in shares | 62,500 | 80,334 | ||||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock based compensation expense | $ 90,000 | $ 264,000 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Total | $ 12,020 | $ 12,420 |
GreenSeed Investors LLC [Member] | ||
Net Investment Income [Line Items] | ||
Total | 3,924 | 4,324 |
Solar Project Partners LLC [Member] | ||
Net Investment Income [Line Items] | ||
Total | 96 | 96 |
Gemini Electric Mobility Co [Member] | ||
Net Investment Income [Line Items] | ||
Total | 2,000 | 2,000 |
Nad Grid Corp [Member] | ||
Net Investment Income [Line Items] | ||
Total | 1,000 | 1,000 |
Encore Redevelopment LLC [Member] | ||
Net Investment Income [Line Items] | ||
Total | $ 5,000 | $ 5,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 24, 2021 | May 06, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | |||||
Equity securities, FV-NI, gain loss | $ 0 | $ 0 | |||
Minority investments | 8,000,000 | ||||
Equity Securities, FV-NI, Noncurrent | 12,020,000 | 12,420,000 | |||
GreenSeed Investors LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Return of capital | 400,000 | ||||
Dividends receivable | 400,000 | ||||
Equity Securities, FV-NI, Noncurrent | 3,924,000 | 4,324,000 | |||
Gemini Electric Mobility Co [Member] | |||||
Net Investment Income [Line Items] | |||||
Minority investments | $ 500,000 | $ 1,500,000 | |||
Equity Securities, FV-NI, Noncurrent | 2,000,000 | 2,000,000 | |||
Nad Grid Corp [Member] | |||||
Net Investment Income [Line Items] | |||||
Minority investments | $ 1,000,000 | ||||
Equity Securities, FV-NI, Noncurrent | 1,000,000 | 1,000,000 | |||
Encore Redevelopment LLC [Member] | |||||
Net Investment Income [Line Items] | |||||
Minority investments | $ 5,000,000 | ||||
Equity Securities, FV-NI, Noncurrent | $ 5,000,000 | $ 5,000,000 | |||
Cost Method Investment, Ownership Percentage | 910% |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (5,169) | $ (349) |
Total | $ 14,038 | 18,858 |
iSun Energy LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Accumulated amortization | $ 601 | 301 |
Total | 2,406 | 2,706 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
SunCommon Trademark and Brand | $ 11,980 | 11,980 |
Estimated useful life | 10 years | |
Trademarks and Trade Names [Member] | iSun Energy LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
SunCommon Trademark and Brand | $ 3,007 | 3,007 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
SunCommon Trademark and Brand | $ 1,000 | 1,000 |
Estimated useful life | 10 years | |
Order or Production Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
SunCommon Trademark and Brand | $ 3,220 | $ 3,220 |
Estimated useful life | 12 months |
SCHEDULE OF FINITE LIVED INTA_2
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,599 | |
2024 | 1,599 | |
2025 | 1,599 | |
2026 | 1,599 | |
2027 | 1,599 | |
Thereafter | 6,043 | |
Total | $ 14,038 | $ 18,858 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,819 | $ 107 |
Remaining period of amortization | 9 years |
STOCK REDEMPTION (Details Narra
STOCK REDEMPTION (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 25, 2021 | Jan. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Purchase of common stock | 34,190 | |||
Redemption price per share | $ 19.68 | |||
Average of closing price | 5 days | |||
Term of average closing price | 5 days | |||
Redemption of shares of common stock | $ 673,000 | $ 673,000 |
EXERCISE OF PUT AGREEMENTS (Det
EXERCISE OF PUT AGREEMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Common stock, value | $ 150 | |
Common Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock, shares | 100,666 | |
Common stock, value | ||
Sun Common [Member] | Common Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase price of common stock | $ 8.816 | |
Common stock, shares | 575,966 | |
Common stock, value | $ 5,079 |